Our Clients Ask Us: Missed Annual Meeting(s)

Question:  

We just looked at our Bylaws, and we were supposed to have our Annual Meeting in January.  Since we missed it, should we just wait until next year?

Answer:

NO. Schedule the Annual Meeting as soon as possible, ensuring that you give the proper notice to all owners based on the timeframes set forth in your Bylaws.  

If you fail to have a meeting, technically the board members whose terms expired have questionable authority as a board member. Their actions, with regard to votes on contracts and other matters, could all be challenged by a complaining member.  You would never want to be in the position to explain to a Court why you simply ignored the requirement to have the annual meeting.

If you have the annual meeting, and a quorum is not present, you should try to reschedule the meeting, making reasonable efforts to ensure a quorum is present.  But at least, in this case, you have tried to set the annual meeting.  Moreover, you should continue to reschedule or “attempt” to hold an annual meeting until you have a quorum, unless otherwise set forth in your Bylaws or Code of Regulations.

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